Oct. 15, 2012
American Lorain Corporation
(NYSE Amex: ALN) (the "Company"), an international processed snack foods, convenience foods, and frozen foods company based in the
, today announced that its Board of Directors has received a preliminary, non-binding proposal letter dated
October 9, 2012
from Mr. Si Chen, Chairman, CEO and President of the Company, to acquire all of the outstanding ordinary shares of the Company not currently owned by Mr. Chen at a proposed price of
per ordinary share, in cash, subject to certain conditions. Mr. Chen currently beneficially owns, in the aggregate, approximately 46.5% of the Company's outstanding ordinary shares.
According to the proposal letter, Mr. Chen will form an acquisition vehicle for the purpose of pursuing the acquisition and the acquisition is intended to be financed by a combination of debt and equity capital. A copy of the proposal letter is attached hereto as Exhibit A.
The Company's board of directors has formed an independent committee (the "
"), composed of Mr. Dekai Yin, Mr.
Tad M. Ballantyne
and Mr. Maoquan Wei, and elected Mr. Yin as its chairman, to consider the proposal. The Independent Committee has the authority to retain independent legal and financial advisors to assist it. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that a transaction with Mr. Chen or any other transaction will be approved or consummated.
The Independent Committee has appointed Sidley Austin LLP as its legal counsel.
About American Lorain Corporation
American Lorain Corporation products include chestnut products, convenience food products and frozen food products. The Company currently sells over 240 products to 26 provinces and administrative regions in China as well as to 42 foreign countries. The Company operates through its five direct and indirect subsidiaries and one leased factory located in China. For further information about American Lorain Corporation, please visit the Company's website at
This press release may contain "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict.
Potential risks and uncertainties include, but are not limited to, those relating to whether any definitive offer will be made, whether any agreement will be executed or whether this or any other transaction will be approved or consummated.
Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. We caution you therefore against relying on any of these forward-looking statements. Factors that could cause actual results to differ materially from such statements, as well as additional risk factors, are detailed in the Company's most recent filings with the Securities and Exchange Commission. Any forward-looking statement made by us in this press release speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking information contained in this press release or with respect to the announcements described herein, except as may be required by law.
Investor Relations Contact:
At the Company:
, CFO +86-10 8411 3393